Contract analysis

I. Introduction We have acted as counsel to Meridian Diagnostics, Inc., a Delaware corporation (the "Company"), in connection with the closing of the transactions contemplated by that certain Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026 (the "Purchase Agreement"), by and among the Company and the investors listed on the Schedule of Investors attached thereto (collectively, the "Investo

II. Defined Terms and Transaction Documents Examined A. Transaction Documents In connection with the preparation and delivery of this Opinion, we have examined executed counterparts or copies of the following documents, which are referred to collectively herein as the "Transaction Documents":

1. Series Seed Preferred Stock Purchase Agreement, dated as of February 9, 2026, by and among the Company and the Investors listed on the Schedule of Investors attached thereto (the "Purchase Agreement");

2. Amended and Restated Certificate of Incorporation of Meridian Diagnostics, Inc., filed with the Secretary of State of the State of Delaware on February 9, 2026 (the "Restated Certificate");

3. Investors' Rights Agreement, dated as of February 9, 2026, by and among the Company and the Investors and other parties thereto (the "Investors' Rights Agreement");

4. Right of First Refusal and Co-Sale Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders named therein (the "ROFR Agreement");

5. Voting Agreement, dated as of February 9, 2026, by and among the Company, the Investors, and the Key Holders and other stockholders named therein (the "Voting Agreement");

6. Side Letter Agreement between the Company and Cobalt Ventures Fund III, LP, dated as of February 9, 2026, regarding certain additional rights and obligations of Cobalt Ventures Fund III, LP in connection with the financing (the "Cobalt Side Letter");

7. Side Letter Agreement between the Company and Pinewood Health Ventures, LLC, dated as of February 9, 2026, regarding certain additional rights and obligations of Pinewood Health Ventures, LLC in connection with the financing (the "Pinewood Side Letter");

8. Indemnification Agreement between the Company and David Hargrove, dated as of February 9, 2026, providing for indemnification and advancement of expenses in connection with Mr. Hargrove's service as a director of the Company (the "Indemnification Agreement");

9. Escrow Agreement among the Company, Cobalt Ventures Fund III, LP, and Granite Trust Company, N.A., as escrow agent, dated as of February 9, 2026, regarding the deposit and release of the aggregate purchase price in connection with the closing (the "Escrow Agreement");

10. Founder Stock Restriction Agreement between the Company and Dr. Priya Ramaswamy, dated as of February 9, 2026, regarding vesting and repurchase rights with respect to shares of Common Stock held by Dr. Ramaswamy (the "Ramaswamy Founder Stock Agreement"); and

11. Founder Stock Restriction Agreement between the Company and Dr. Julian Ochoa, dated as of February 9, 2026, regarding vesting and repurchase rights with respect to shares of Common Stock held by Dr. Ochoa (the "Ochoa Founder Stock Agreement"). B. Other Documents and Records Examined In addition to the Transaction Documents, we have examined originals or copies (certified or otherwise identified to our satisfactio

III. Assumptions In rendering the opinions set forth below, we have assumed, without independent investigation or verification, each of the following:

1. The genuineness of all signatures on all documents examined by us in connection with this Opinion, whether originals or copies.

2. The authenticity and completeness of all documents submitted to us as originals and the conformity to authentic originals of all documents submitted to us as copies (whether certified, conformed, photostatic, electronic, or otherwise).

3. The legal capacity of all natural persons who have executed any of the documents reviewed by us, including, without limitation, the capacity of each such person to understand the nature and consequences of the transactions contemplated thereby.

4. That each Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"), as represented by each Investor in the Purchase Agreement.

5. That each of the Investors has the requisite power, authority, and legal right under its governing documents and applicable law to enter into and perform its respective obligations under each of the Transaction Documents to which it is a party.

6. That all Transaction Documents constitute the valid, binding, and enforceable obligations of each Investor that is a party thereto, enforceable against such Investor in accordance with their respective terms, subject to the same qualifications and limitations set forth in Section V below with respect to enforceability.

7. That the representations and warranties of the Investors set forth in the Purchase Agreement, including representations regarding investment intent, accredited investor status, and receipt of information concerning the Company, are true, correct, and complete as of the date hereof.

8. That there has been no mutual mistake of fact or misunderstanding, fraud, duress, or undue influence with respect to any of the Transaction Documents, and that all parties have entered into the Transaction Documents voluntarily and in good faith.

9. That the information provided to us by the Company and its officers, directors, employees, and other agents and representatives, whether orally or in writing, is accurate, complete, and not misleading in all material respects, and that no information has been withheld from us that would be material to the opinions expressed herein.

10. That the Company has complied, and will continue to comply, with all representations, warranties, and covenants contained in the Transaction Documents to which it is a party.

11. That Twelve Million Dollars ($12,000,000) in aggregate consideration has been deposited by or on behalf of the Investors with Granite Trust Company, N.A., as escrow agent, in accordance with the Escrow Agreement, and that such funds have been released to the Company upon satisfaction or waiver of all conditions to closing set forth in the Purchase Agreement and the Escrow Agreement.

IV. Opinions Based upon the foregoing and subject to the assumptions, qualifications, limitations, and exceptions set forth herein, we are of the opinion that, as of the date hereof: Opinion 1: Due Organization and Good Standing — Delaware The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. In rendering this opinion, we have relied upon our revi

V. Qualifications and Limitations A. Enforceability Qualifications The opinions expressed in Section IV of this Opinion with respect to the enforceability of the Transaction Documents against the Company are subject to and limited by the following qualifications:

1. The effect of applicable bankruptcy, insolvency, reorganization, receivership, moratorium, arrangement, fraudulent conveyance, fraudulent transfer, preference, and other similar laws affecting or relating to the rights and remedies of creditors generally, including, without limitation, the effect of statutory or other laws regarding preferential transfers, fraudulent conveyances, and equitable subordination.

2. The effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), including, without limitation, concepts of materiality, reasonableness, good faith, and fair dealing, and the possible unavailability of specific performance, injunctive relief, or other equitable remedies.

3. The effect of applicable law and public policy on the enforceability of provisions of the Transaction Documents relating to indemnification, contribution, exculpation, or limitation of liability, to the extent such provisions may be held unenforceable as contrary to public policy or applicable law, including, without limitation, federal and state securities laws. B. Scope Limitations The opinions expressed herein

VI. Reliance; No Third-Party Beneficiaries This Opinion is rendered solely for the benefit of the addressees hereof — Meridian Diagnostics, Inc. and the Investors listed above — in connection with the transactions contemplated by the Purchase Agreement, and may not be relied upon, quoted, cited, or referred to by any other person or entity, or for any other purpose, without the prior written consent of Whitfield & Am